Of the shares voted, 77 percent opposed the company’s executive-compensation plan, a powerful rebuke given that most “say-on-pay” votes go in a company’s favor by 92 percent or more of the vote.

Chipotle’s loss, revealed to the board during the company’s annual meeting Thursday morning in Denver, represents the widest defeat a major corporation has suffered this year on executive pay.

“The pay the executives reward their employees with has limits. The shareholders, notwithstanding the performance of the company, have sent a clear message to the executives that similar limits apply to them as well,” said Lynn Turner, former Securities and Exchange Commission chief accountant and a corporate governance expert based in Broomfield.

Chipotle’s board has come under pressure to trim the pay packages for Chipotle’s co-CEOs, Steve Ells and Monty Moran, who last year received $25.1 million and $24.4 million, respectively.

Since 2011, the pair have received stock awards worth $250 million and cashed many of them in. About 21 percent of shareholders voted against the company’s executive pay policies in 2012, and 27 percent in 2013.

The company acknowledged the growing discontent, but then boosted executive stock awards by another 15 percent this year, which may have proved a tipping point for investors.

Say-on-pay votes are nonbinding, but shareholders, by a 57 percent majority, also took the unusual move of rejecting the company’s request to add 2.6 million shares to its existing stock-incentive plan.

“We take this very seriously. It has always been, and continues to be, a top priority that our compensation programs are driving the creation of shareholder value,” Chipotle spokesman Chris Arnold said. “We thank our investors for the feedback we have received on this issue, and will continue to engage with our investors as we review our compensation programs.”

The top five executives at Chipotle make nearly as much as their counterparts at General Electric, a global conglomerate with 45 times the sales. Ells and Moran each make more than Jamie Dimon, CEO of JPMorgan Chase, the nation’s largest bank. Their pay far outstrips the $21,000 a year a typical Chipotle worker makes.

“They need to act quickly,” said Michael Pryce-Jones, director of corporate governance at CtW Investment Group, which advises union pension funds. “The board has lost the faith of investors.”

CtW led the campaign to win shareholder support to rein in compensation, one joined by leading shareholder advisory groups Institutional Shareholder Services and Glass Lewis & Co.

Pryce-Jones said immediate steps the board should take are to replace the directors on the compensation committee and recruit an outside director known for corporate governance expertise.

Part of Chipotle’s problem stems from keeping in place the same directors and compensation strategy that it had when it was a much smaller company, he said.

“I suspect if the board does not make some changes, the shareholders will,” Turner said.

Shareholders passed a third measure Thursday that could make it easier to replace directors by requiring a simple majority of shares rather than a supermajority to overrule the company on important matters.

“Shareholders could express their objection by voting against the compensation committee members,” said John Chevedden, a shareholder activist based in Los Angeles who teamed with James McRitchie and Myra Young to get the proposal on the proxy.

Chipotle didn’t make the trio’s action easy. The company had sued them, a move the shareholder-activist community considered both unusual and antagonistic.

“It was nerve-wracking,” said Chevedden.

A measure requiring the company to provide detailed reports on its sustainability efforts failed.

Defenders of Ells’ and Moran’s compensation argue that the two have earned their pay by guiding Chipotle to some of the highest stock returns of any company to go public over the past decade.

That growth has come despite a difficult climate for the restaurant industry overall. Shares of Chipotle closed at $495.92 on Thursday, down 1.7 percent.

I have worked at The Post since late 2000. My beats include residential real estate, economic development and the Colorado economy. Other publications where I have worked include Financial Times Energy, The Denver Business Journal and Arab News. My parents immigrated from northern Italy, although my great grandparents came to Central City in the late 1800s.

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